Single-Member LLC in Connecticut (2026)
To form a single-member LLC in Connecticut, you must file a Certificate of Organization (Form LLC-1) with the Connecticut Secretary of the State and pay the $120 filing fee. You must appoint a registered agent with a physical Connecticut address and file an annual report for $80. Single-member LLCs are typically treated as disregarded entities for tax purposes by both the IRS and the Connecticut Department of Revenue Services.
Quick Answer
- Form
- Form LLC-1, Certificate of Organization
- Filing fee
- $120 (2026), to the Connecticut Secretary of the State
- Agency
- Connecticut Secretary of the State - file online via CONCORD
- Registered agent
- Required - a Connecticut resident or qualified entity
- Ongoing
- Annual report due by month-end of organization date ($80 fee)
- State income tax
- Owner pays personal income tax on LLC profits
Overview of a Single-Member LLC in Connecticut
A single-member LLC (SMLLC) in Connecticut is a limited liability company with only one owner, known as a member. It offers the same liability protection as a multi-member LLC, separating the owner's personal assets from the business's debts and obligations. This structure is popular for sole proprietors seeking legal protection without the complexities of a corporation. The process for forming an SMLLC in Connecticut is largely the same as forming any LLC, with specific considerations for its single-owner status, particularly regarding taxation and internal governance.
The primary legal framework for LLCs in Connecticut is found in the Connecticut Limited Liability Company Act, Chapter 613 of the Connecticut General Statutes. This act governs the formation, operation, and dissolution of all LLCs, including those with a single member. For a general understanding of LLCs, refer to how to form an LLC.
Steps to Form a Single-Member LLC in Connecticut
Forming an SMLLC in Connecticut involves several key steps, primarily centered around filing the Certificate of Organization with the Secretary of the State. Each step ensures compliance with state and federal requirements.
- Choose and Reserve Your LLC Name: Select a name that includes "Limited Liability Company," "LLC," or "L.L.C." The name must be distinguishable from other entities already registered with the Connecticut Secretary of the State. You can check name availability using the Secretary of the State's online business search. If your chosen name is available, you may reserve it for 120 days by filing Form LLC-005, Application for Reservation of Name, with a $60 fee.
- Appoint a Connecticut Registered Agent: Every Connecticut LLC must continuously maintain a registered agent with a physical street address in Connecticut (not a P.O. Box). The registered agent is responsible for receiving legal documents, such as service of process, and official state correspondence on behalf of the LLC. The agent can be an individual resident of Connecticut or a domestic or foreign entity authorized to transact business in the state. You can serve as your own registered agent, or appoint another individual or a commercial registered agent service.
- File the Certificate of Organization (Form LLC-1): This is the foundational document that officially creates your LLC. File Form LLC-1 with the Connecticut Secretary of the State. The form requires information such as the LLC's name, the registered agent's name and address, and the organizer's name and address. The filing fee is $120. You can file online through the CONCORD system or by mail. The LLC is legally formed upon acceptance of the certificate by the Secretary of the State.
- Create an Operating Agreement: Although not legally required to be filed with the state, an operating agreement is crucial for a single-member LLC. It serves as a written contract outlining the LLC's operational procedures, the owner's rights and responsibilities, and how the business will be managed. For an SMLLC, it helps to solidify the separation between the owner and the business, which is vital for maintaining limited liability protection.
- Obtain an EIN: An Employer Identification Number (EIN) is a federal tax ID issued by the IRS. Even if you are the sole owner and have no employees, an SMLLC typically needs an EIN if it has employees, if it elects to be taxed as a corporation, or if it files excise tax returns. Most banks require an EIN to open a business bank account. You can apply for an EIN for free directly from the IRS website.
- Comply with State and Local Business Requirements: After formation, ensure your LLC complies with any necessary state or local business licenses and permits. Connecticut does not have a general statewide business license, but specific industries or professions may require licenses. Check with the Connecticut Department of Consumer Protection and your local city or town clerk for specific requirements.
Connecticut Single-Member LLC Filing Fees (2026)
The primary cost to form an SMLLC in Connecticut is the Certificate of Organization filing fee. Ongoing costs include the annual report fee. The table below details the common fees associated with forming and maintaining an SMLLC in Connecticut, effective for 2026.
| Item | Form | Fee (2026) | Agency |
|---|---|---|---|
| Certificate of Organization (create the LLC) | Form LLC-1 | $120 | Secretary of the State |
| Annual Report | Online filing | $80 | Secretary of the State |
| Application for Reservation of Name (120 days) | Form LLC-005 | $60 | Secretary of the State |
| Change of Registered Agent/Office | Form LLC-006 | $50 | Secretary of the State |
| Federal EIN | IRS Form SS-4 | $0 (free) | IRS |
| Sales and Use Tax Permit | Form REG-1 | $0 (free) | Department of Revenue Services |
These fees are set by the state and are subject to change. Always verify current fees on the Connecticut Secretary of the State's website before filing.
Taxation of a Single-Member LLC in Connecticut
The taxation of a single-member LLC in Connecticut involves both federal and state considerations. By default, the IRS treats an SMLLC as a "disregarded entity," meaning it is taxed as a sole proprietorship. This pass-through taxation extends to Connecticut state income tax.
Federal Income Tax
For federal income tax purposes, a single-member LLC is typically treated as a disregarded entity. This means the LLC itself does not file a separate federal income tax return. Instead, the owner reports all income and expenses of the LLC on their personal income tax return (Form 1040, Schedule C, E, or F). The owner is also responsible for self-employment taxes (Social Security and Medicare) on the LLC's net earnings.
An SMLLC can elect to be taxed as a corporation (C-corp) or an S-corporation by filing Form 8832 (for C-corp) or Form 2553 (for S-corp) with the IRS. Electing S-corp status can sometimes reduce self-employment tax liability, but it adds complexity. See S-Corp vs. LLC for more details.
Connecticut State Income Tax
Connecticut generally follows the federal classification for LLCs. Therefore, a single-member LLC treated as a disregarded entity for federal purposes is also disregarded for Connecticut income tax purposes. The LLC itself does not pay state income tax. Instead, the owner reports the LLC's profits and losses on their personal Connecticut income tax return (Form CT-1040).
Connecticut does not impose a separate LLC tax or franchise tax on LLCs, unlike some other states. However, if the SMLLC has employees, it will be subject to Connecticut's employer withholding taxes. For more information on business taxes, consult the Connecticut Department of Revenue Services.
Sales and Use Tax
If your single-member LLC sells taxable goods or services in Connecticut, you must register with the Connecticut Department of Revenue Services (DRS) to collect and remit sales and use tax. You can register for a sales and use tax permit through the DRS Taxpayer Service Center. The permit itself is free.
Connecticut Annual Report Requirement
Every LLC registered in Connecticut, including single-member LLCs, must file an annual report with the Secretary of the State. This report updates the state with current information about the LLC, such as its principal office address and registered agent details.
- Due Date: The annual report is due on the last day of the calendar month in which the LLC was organized. For example, if your LLC was formed on August 10th, your annual report is due by August 31st each year.
- Filing Fee: The filing fee for the annual report is $80.
- Filing Method: Annual reports are primarily filed online through the Secretary of the State's CONCORD system.
Failure to file the annual report can lead to administrative dissolution of the LLC by the Secretary of the State, which can result in the loss of limited liability protection and other penalties. It is crucial to keep track of this recurring deadline.
Operating Agreement for a Single-Member LLC
While Connecticut law does not require an operating agreement to be filed with the state, it is highly recommended for a single-member LLC. An operating agreement for an SMLLC serves several critical functions:
- Establishes Business Formalities: It clearly defines the LLC's purpose, the owner's capital contributions, how profits and losses are allocated, and the management structure. This helps to demonstrate that the LLC is a separate legal entity from its owner.
- Protects Limited Liability: A well-drafted operating agreement helps maintain the "corporate veil" between the owner's personal assets and the LLC's liabilities. Without it, a court might be more inclined to "pierce the corporate veil" in a lawsuit, holding the owner personally responsible for business debts.
- Guides Operations: It provides a framework for decision-making, even for a single owner. This can be useful for documenting business decisions and ensuring consistency in operations.
- Facilitates Future Changes: If the LLC ever decides to add more members, the operating agreement can be easily amended to reflect the new ownership structure and responsibilities.
- Aids in Business Succession: It can include provisions for what happens to the business upon the owner's incapacitation or death, providing clarity for heirs or business partners.
Even for a single owner, having a formal document outlining these aspects strengthens the LLC's legal standing and provides clarity for the business's operations.
Dissolving a Single-Member LLC in Connecticut
If you decide to close your single-member LLC in Connecticut, it's important to follow the proper dissolution procedures to avoid ongoing liabilities and administrative issues. The process generally involves:
- Winding Up Business Affairs: This includes paying all debts and liabilities, collecting any outstanding accounts receivable, and distributing remaining assets.
- Obtaining Tax Clearance: Ensure all state tax obligations with the Connecticut Department of Revenue Services are met.
- Filing Certificate of Dissolution: File Form LLC-007, Certificate of Dissolution, with the Connecticut Secretary of the State. This officially terminates the LLC's legal existence.
- Notifying Creditors: Inform creditors and other interested parties of the dissolution.
- Canceling EIN: Notify the IRS that the EIN is no longer needed.
Proper dissolution ensures that the LLC's legal obligations are concluded and helps prevent future issues. For a broader guide, see how to dissolve an LLC.
Frequently Asked Questions
How much does it cost to start a single-member LLC in Connecticut?
The state filing fee for the Certificate of Organization (Form LLC-1) is $120, paid to the Connecticut Secretary of the State. The annual report fee is $80. There are no state income taxes on LLCs directly, but members pay personal income tax on their share of profits.
What form do I file to create a Connecticut LLC?
You file Form LLC-1, the Certificate of Organization, with the Connecticut Secretary of the State. This can be done online through the CONCORD system or by mail, with a $120 filing fee.
Does a Connecticut LLC need a registered agent?
Yes. Every Connecticut LLC must continuously maintain a registered agent with a physical street address in Connecticut. The agent can be an individual resident of Connecticut or a domestic or foreign entity authorized to transact business in the state.
Does a single-member LLC in Connecticut pay state income tax?
A single-member LLC is typically treated as a disregarded entity by the IRS and Connecticut Department of Revenue Services. This means the LLC itself does not pay state income tax; instead, the owner reports the LLC's profits and losses on their personal Connecticut income tax return.
When is the Connecticut annual report due?
The Connecticut annual report for an LLC is due on the last day of the calendar month in which the LLC was organized. For example, if your LLC was organized on March 15th, your annual report is due by March 31st each year. The filing fee is $80.
Do I need an operating agreement for a single-member LLC in Connecticut?
While Connecticut law does not require an operating agreement to be filed with the state, it is highly recommended even for a single-member LLC. It establishes the LLC's rules, the owner's rights and responsibilities, and can help maintain the LLC's limited liability protection.
Related
- How to form an LLC (cluster hub)
- How to get an EIN
- Registered agent overview
- LLC operating agreement
- S-Corp vs LLC
- How to dissolve an LLC
- Single-Member LLC in New York (sibling)
More Connecticut business guides
Registered Agent Annual Report Articles of Organization Business Entity Search DBA Filing LLC Tax Filing Operating Agreement Dissolve an LLC in
Sources
- Connecticut Secretary of the State - Limited Liability Company (LLC) Forms (Form LLC-1 Certificate of Organization, Form LLC-005 Name Reservation, Form LLC-006 Change of Agent, Form LLC-007 Dissolution).
- Connecticut Secretary of the State - Limited Liability Company (LLC) FAQs (general information, annual report due date).
- Connecticut Secretary of the State - Business Filings Fee Schedule ($120 Certificate of Organization, $80 Annual Report, $60 Name Reservation, $50 Change of Agent).
- Connecticut Secretary of the State - Registered Agent FAQs (requirements for registered agent).
- Connecticut Secretary of the State - Business Search (name availability).
- Connecticut Department of Revenue Services - Business Taxes Overview (general tax information).
- Connecticut Department of Revenue Services - Sales and Use Taxes (registration for sales tax).
- IRS - Limited Liability Company (LLC) (federal default classification for SMLLC).
- IRS - Get an Employer Identification Number (EIN) (free EIN application).
- Connecticut General Statutes - Chapter 613, Connecticut Limited Liability Company Act (legal framework for LLCs).
- Connecticut General Statutes - Chapter 616, Uniform Commercial Code – General Provisions (relevant for business transactions).
- Cornell Law School Legal Information Institute - Disregarded Entity (definition and implications).
- Cornell Law School Legal Information Institute - Piercing the Corporate Veil (concept of liability protection).
- Connecticut Department of Consumer Protection - License Services (professional and occupational licenses).
LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Connecticut Secretary of the State and Connecticut Department of Revenue Services before acting.